Bylaws – Boston Scientific Corp.

RESTATED BY-LAWS

OF

BOSTON SCIENTIFIC CORPORATION

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the
corporation in the State of Delaware shall be at 2711 Centerville Road, Suite
400, Wilmington, Delaware 19808. The name of the corporation’s registered agent
at such address shall be Corporation Service Company.

Section 2. Other Offices. The corporation may also have
offices at such other places, both within and without the State of Delaware, as
the Board of Directors may from time to time determine or the business of the
corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meetings. An annual meeting of the
stockholders shall be held for the purpose of electing Directors and conducting
such other business as may properly come before the meeting. The date, time and
place, within or without the State of Delaware, of the annual meeting shall be
determined by resolution of the Board of Directors.

Section 2. Special Meetings. Special meetings of stockholders
may be held at such time and place, within or without the State of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. Special meetings of the stockholders may be called only by the
Chairman of the Board or the Chief Executive Officer, or, if there is no Chief
Executive Officer, the President, and shall be called within 10 days after
receipt of the written request of the Board of Directors, pursuant to a
resolution approved by a majority of the Whole Board (as defined below). Any
such resolution shall be sent to the Chairman of the Board or Chief Executive
Officer, or, if there is no Chief Executive Officer, the President, and the
Secretary of the corporation and shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting is limited to the
purposes stated in the notice. For the purposes of these By-Laws, the term
“Whole Board” is defined as the total number of Directors which the corporation
would have if there were no vacancies.

Section 3. Notice. Written or printed notice of every annual
or special meeting of the stockholders, stating the place, date, time, and, in
the case of special meetings, the purpose or purposes, of such meeting, shall be
given to each stockholder entitled to vote at such meeting not less than ten nor
more than sixty days before the date of the meeting. All such notices shall be
delivered, either personally or by mail, by or at the direction of the Chairman
of the Board or the Chief Executive Officer, or if there is no Chief Executive
Officer, the President, or the Board of Directors, and if mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the stockholder at his or her address as it appears on the records
of the corporation, with postage prepaid. When a meeting is adjourned to another
place, date or time, written notice need not be given of the adjourned meeting
if the place, date and time thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than 30 days, or if after the adjournment a new record date is fixed for the
adjourned meeting, written notice of the place, date and time of the adjourned
meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.

Section 4. Stockholders List. The officer having charge of
the stock ledger of the corporation shall make, at least ten days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, specifying the address of
and the number of shares registered in the name of each stockholder.

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Section 5. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders except as otherwise provided by statute or by the Certificate of
Incorporation. If a quorum is not present, the holders of the shares present in
person or represented by proxy at the meeting, and entitled to vote thereat,
shall have the power, by the affirmative vote of the holders of a majority of
such shares, to adjourn the meeting to another date, time and/or place, without
notice other than announcement at the meeting at which the adjournment was
taken, until a quorum shall be present or represented.

Section 6. Notice of Stockholder Business. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a stockholder’s notice must be
delivered to or mailed to and received at the principal executive offices of the
corporation, not less than 120 calendar days before the date of the
corporation’s proxy statement released to shareholders in connection with the
previous year’s annual meeting. However, if the corporation did not hold an
annual meeting the previous year, or if the date of the current year’s annual
meeting has been changed by more than 30 days from the date of the previous
year’s meeting, then the deadline is a reasonable time before the corporation
begins to print and mail its proxy materials.

A stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (b) the name and address, as
they appear on the corporation’s books, of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are
beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. Notwithstanding anything in the By-Laws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 6 of Article II.

The presiding officer of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with this Section 6 of Article II, and, if the
presiding officer should so determine, the presiding officer shall so declare to
the meeting and any such business not properly brought before the meeting shall
not be transacted.

Section 7. Inspectors. The Board of Directors shall appoint
inspectors of election to act as judges of the voting and to determine those
entitled to vote at any meeting of stockholders, or any adjournment thereof, in
advance of such meeting, but if the Board of Directors fails to make such
appointments or if an appointee fails to serve, the presiding officer of the
meeting of stockholders may appoint substitute inspectors.

Section 8. Voting. Except as otherwise provided by law or by
the Certificate of Incorporation, each stockholder shall be entitled at every
meeting of the stockholders to one vote for each share of stock having voting
power standing in the name of such stockholder on the books of the corporation
on the record date for the meeting and such votes may be cast either in person
or by written proxy. Every proxy must be duly executed and filed with the
Secretary of the corporation. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the corporation. The vote upon any question
brought before a meeting of the stockholders may be by voice vote, unless
otherwise required by these By-Laws or unless the holders of a majority of the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at such meeting shall so determine. Every vote taken by
written ballot shall be counted by the inspectors of election. When a quorum is
present at any meeting, the vote of the holders of a majority of the stock which
has voting power present in person or represented by proxy and which has
actually voted shall decide any question properly brought before such meeting,
except the election or removal of Directors or as otherwise provided in these
By-Laws, the Certificate of Incorporation or a Preferred Stock Designation or by
applicable law. With respect to any election or questions required to be decided
by any class of stock voting as a class, the vote of the holders of a majority
of such class of stock present in person or by proxy and which actually voted
shall decide any such election or question.

Section 9. Order of Business. Unless otherwise determined by
the Board of Directors prior to the meeting, the presiding officer of the
meeting of stockholders shall determine the order of business and shall have the
authority in his discretion to regulate the conduct of any such meeting,
including, without limitation, by imposing restrictions on the persons (other
than stockholders of the corporation or their duly appointed proxies) who may
attend any such meeting of stockholders, by ascertaining whether any stockholder
or his proxy may be excluded from any meeting of stockholders based upon any
determination by the presiding officer, in his sole discretion, that any such
person has unduly disrupted or is likely to disrupt the

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proceedings thereat, and by determining the circumstances in which any person
may make a statement or ask questions at any meeting of stockholders.

ARTICLE III

NOMINATION OF DIRECTOR CANDIDATES

Section 1. Notification of Nominees. Subject to the rights of
holders of any class or series of stock having a preference over the Common
Stock as to dividends or upon liquidation, nominations for the election of
Directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or by any stockholder entitled to vote in the election of
Directors generally. However, any stockholder entitled to vote in the election
of Directors generally may nominate one or more persons for election as
Directors at a meeting only if written notice of such stockholder’s intent to
make such nomination or nominations has been given, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the corporation
not later 120 calendar days before the date of the corporation’s proxy statement
released to shareholders in connection with the previous year’s annual meeting.
However, if the corporation did not hold an annual meeting the previous year, or
if the date of the current year’s annual meeting has been changed by more than
30 days from the date of the previous year’s meeting, then the deadline is a
reasonable time before the corporation begins to print and mail its proxy
materials.

If the nomination or nominations is for a meeting of stockholders other than
a regularly scheduled annual meeting, the deadline is a reasonable time before
the corporation begins to print and mail its proxy material.

Each such notice shall set forth: (a) the name and address of the stockholder
who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (d) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the corporation if
so elected.

Section 2. Substitution of Nominees. If a person is validly
designated as a nominee in accordance with Section 1 of this Article III, and
shall thereafter become unable or unwilling to stand for election to the Board
of Directors, the Board of Directors or the stockholder who proposed such
nominee, as the case may be, may designate a substitute nominee upon delivery,
not fewer than five days prior to the date of the meeting for the election of
such nominee, of a written notice to the Secretary setting forth such
information regarding such substitute nominee as would have been required to be
delivered to the Secretary pursuant to Section 1 of this Article III, had such
substitute nominee been initially proposed as a nominee. Such notice shall
include a signed consent to serve as a Director of the corporation, if elected,
of each substitute nomine.

Section 3. Compliance with Procedures. If the presiding
officer of the meeting for the election or Directors determines that a
nomination for any candidate for election as a Director at such meeting was not
made in accordance with the applicable provisions of these By-Laws, such person
will not be eligible for election as a Director and such nomination shall be
void; provided, however, that nothing in these By-Laws shall be deemed to limit
any voting rights upon the occurrence of dividend arrearages provided to holders
of Preferred Stock pursuant to the Preferred Stock Designation for any series of
Preferred Stock.

ARTICLE IV

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the
corporation shall be managed by or under the direction of its Board of
Directors, which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law or by the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualification, Election and Terms. Except
as otherwise fixed by, or pursuant to, the provisions of Article FOURTH of the
Certificate of Incorporation relating to the rights of the holders of any class
or series of stock having a preference over the Common Stock as to dividends or
upon liquidation to elect additional Directors under specified circumstances,
the number of Directors shall be fixed from time to time by resolution of the
Board of Directors, but shall not be less than three nor more than twenty
persons. The Directors shall be elected by plurality vote annually by the
stockholders at their annual meeting or at any special meeting the notice of
which specifies the election of Directors as an item of business for

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such meeting.

Section 3. Removal. Subject to the rights of the holders of
any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional Directors under specified
circumstances, any Director may be removed from office by the stockholders in
the manner provided in this Section 3 of Article IV. At any annual meeting of
the stockholders of the corporation or at any special meeting of the
stockholders of the corporation, the notice of which shall state that the
removal of a Director or Directors is among the purposes of the meeting, the
affirmative vote of the holders of at least 80 percent of the combined voting
power of the outstanding shares of Voting Stock (as defined below), voting
together as a single class, may remove, with or without cause, such Director or
Directors. For the purposes of these By-Laws, “Voting Stock” shall mean the
outstanding shares of capital stock of the corporation entitled to vote
generally in the election of Directors.

Section 4. Vacancies and New Directorships. Except as
otherwise fixed by or provided for or pursuant to the provisions of Article
FOURTH of the Certificate of Incorporation relating to the rights of the holders
of any class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional Directors under specified
circumstances, vacancies and newly created directorships resulting from any
increase in the authorized number of Directors shall be filled solely by the
affirmative vote of a majority of the Directors then in office though less than
quorum, or by a sole remaining Director, except as may be required by law. Any
Director so chosen shall hold office until the next annual meeting of
stockholders and until such Director’s successor shall have been elected and
qualified. No decrease in the authorized number of Directors constituting the
Board of Directors shall shorten the term of any incumbent Director.

Section 5. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice immediately after the annual meeting of the
stockholders and at such other time and place as shall from time to time be
determined by the Board of Directors.

Section 6. Special Meetings and Notice. Special meetings of
the Board of Directors may be called by the Chairman of the Board or the Chief
Executive Officer, or, if there is no Chief Executive Officer, the President, on
one day’s written notice to each Director by whom such notice is not waived,
given either personally or by mail, telephone, telegram, telex, facsimile or
similar medium of communication, and shall be called by the Chief Executive
Officer, or, if there is no Chief Executive Officer, the President, or the
Secretary in like manner and on like notice on the written request of any three
Directors.

Section 7. Resignation. Any Director may resign at any time
by giving written notice of his resignation to the Chairman of the Board or the
Secretary, to be effective upon its acceptance by the Board of Directors or at
the time specified in such notice. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make such resignation
effective.

Section 8. Quorum. Subject to Section 4 of this Article IV
and except as provided by law or the Certificate of Incorporation, at all
meetings of Directors, a majority of the total number of Directors then in
office shall constitute a quorum for the transaction of business. Except for the
designation of committees (as provided in Section 9 of this Article IV), the
vote of a majority of Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. If a quorum shall not be
present at any meeting of the Board of Directors, a majority of the Directors
present thereat may adjourn the meeting from time to time to another place, time
or date, without notice other than announcement at the meeting, until a quorum
shall be present.

Section 9. Committees. The Board of Directors may, by
resolution passed by a majority of the Whole Board, designate one or more
committees, each committee to consist of one or more of the Directors of the
corporation, which to the extent provided in such resolution shall have and may
exercise the powers of the Board of Directors in the management and affairs of
the corporation and may authorize the seal of the corporation to be affixed to
all papers which may require it, except as otherwise limited by statute. The
Board of Directors may designate one or more Directors as alternate members of
any committee, who may replace any absent or disqualified member at any meeting
of the committee. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its meetings and report
the same to the Directors when required. Each committee of the Board of
Directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by the resolution of
the Board of Directors designating such committee, and unless otherwise
prescribed by the Board of Directors, the presence of at least a majority of the
members of such committee shall be necessary to constitute a quorum.

Section 10. Compensation. The Directors may be paid for
expenses of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary. No such

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payment shall preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor. Members of committees designated
by the Board of Directors may be allowed like compensation for attending
committee meetings.

Section 11. Rules. The Board of Directors may adopt such
special rules and regulations for the conduct of their meetings and the
management of the affairs of the corporation as they may deem proper, not
inconsistent with law, the Certificate of Incorporation or these By-Laws.

ARTICLE V

OFFICERS

Section 1. Number. The officers of the corporation shall be
chosen by the Board of Directors and shall consist of a president, a chairman
and/or co-chairman of the board, one or more vice-presidents, a secretary, a
treasurer, and such other officers and assistant officers as may be deemed
necessary or desirable by the Board of Directors. Any number of offices may be
held by the same person. In its discretion, the Board of Directors may choose
not to fill any office for any period as it may deem advisable, except the
offices of the president and secretary.

Section 2. Election and Term of Office. The officers of the
corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may be filled or new offices created and filled at any meeting of the Board of
Directors. Each officer shall hold office until the next annual meeting of the
Board of Directors or until a successor is duly elected and qualified or until
his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interest of the corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed.

Section 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term by a majority vote of
the Directors then in office.

Section 5. Compensation. Compensation of all officers shall
be fixed by the Board of Directors, and no officer shall be prevented from
receiving such compensation by virtue of the fact that he or she is also a
Director of the corporation. The Board of Directors may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.

Section 6. The Chief Executive Officer. The Chief Executive
Officer, if any, in the absence or disability of the Chairman of the Board,
shall preside at all meetings of the stockholders; shall have general and active
management of the business of the corporation; and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chief
Executive Officer shall execute bonds, mortgages, and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation. In the absence of the Chief Executive
Officer, the President, the Chairman or another officer of the Corporation, as
designated by the Board of Directors, shall have the powers of the Chief
Executive Officer.

Section 7. The President and Vice-Presidents. The President
shall act in an executive capacity as shall be directed from time to time by the
Board of Directors or the Chief Executive Officer, and shall have such powers
and perform such other duties as the Board of Directors or the Chief Executive
Officer may determine from time to time, (which may include, without limitation,
assisting the Chief Executive Officer in the operation and administration of the
corporation’s business and the supervision of its policies and affairs), with
such limitations on such powers or performance of duties as either of the
foregoing shall prescribe. The Vice-President, or if there shall be more than
one, the Vice-Presidents in the order determined by the Board of Directors,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties and
have such powers as the Board of Directors may, from time to time, determine or
these By-Laws may prescribe.

Section 8. The Chairman of the Board. The Chairman and/or the
Co-Chairman of the Board shall preside at all meetings of the stockholders and
directors; and have such other duties as may be assigned to him or them from
time to time by the Board of Directors.

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Section 9. The Secretary and Assistant Secretaries. The
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all the proceedings of the meetings of the
corporation an of the Board of Directors in a book to be kept for that purpose
and shall perform like duties for the standing committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors; perform such other
duties as may be prescribed by the Board of Directors or Chief Executive
Officer, or, if there is no Chief Executive Officer, the President, under whose
supervision he or she shall be; shall have custody of the corporate seal of the
corporation and the Secretary, or an Assistant Secretary, shall have authority
to affix the same to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
or her signature. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary and shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

Section 10. The Treasurer and Assistant Treasurer. The
Treasurer shall have the custody of the corporate funds and securities; shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the corporation; shall deposit all monies and other valuable effects in the
name and to the credit of the corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements; and shall render to
the Chief Executive Officer, or, if there is no Chief Executive Officer, the
President and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of the corporation. If required by the
Board of Directors, the Treasurer shall give the corporation a bond (which shall
be rendered every six years) in such sums and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of the office of treasurer and for the restoration to the
corporation, in case of death, resignation, retirement, or removal from office,
of all books, papers, vouchers, money, and other property of whatever kind in
the possession or under the control of the Treasurer belonging to the
corporation. The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors, shall in
the absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

Section 11. Other Officers, Assistant Officers and Agents.
Officers, assistant officers and agents, if any, other than those whose duties
are provided for in these By-laws, shall have such authority and perform such
duties as may from time to time be prescribed by resolution of the Board of
Directors. The Board of Directors may, from time to time, authorize any officer
to appoint and remove such subordinate officers and to prescribe the powers and
duties thereof.

ARTICLE VI

INDEMNIFICATION OF OFFICERS AND OTHERS

Section 1. The corporation shall indemnify any person who was or is
a party or is threatened to be made a party, his or her heirs, executors or
administrators, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or other agent of the
corporation, or is or was serving at the request of the corporation as director,
officer, employee or other agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonable believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

Section 2. The corporation shall indemnify any person who was or is
a party or is threatened to be made a party, his or her heirs, executors or
administrators, to any threatened, pending or completed action, suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was an officer of the corporation, or is or was
serving at the request of the corporation as director or officer of another
corporation, against expenses (including attorneys’ fees) actually and
reasonably incurred by him or her in connection with defense or settlement of
such action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been

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adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonable entitled to
indemnification for such expenses which the court shall deem proper.

Section 3. To the extent that an officer of the corporation or
person serving at the request of the corporation as a director or officer of
another corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Sections 1 and 2 of this Article
VI or in defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by him or her in connection therewith.

Section 4. Any indemnification under Sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
officer or person serving at the request of the corporation as a director or
officer of another corporation is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in Sections 1 and 2 of this
Article VI. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of Directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the officer or person serving at the request of
the corporation as a director or officer of another corporation to repay such
amount if it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation as authorized in this Article VI.

Section 6. The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this Article VI shall not
be deemed exclusive of any other rights to which those seeking indemnification
or advancement of expenses may be entitled under any by-law, agreement, vote of
stockholders or disinterested Directors or otherwise, both as to action in his
or her official capacity and as to action in other capacity while holding such
office.

Section 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was an officer of the corporation or
is or was serving at the request of the corporation as a director or officer of
another corporation against any liability asserted against him or her and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of this Article VI.

Section 8. For purposes of this Article VI, references to “the
corporation” shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors and officers so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he or she would have with respect to such constituent corporation
if its separate existence had continued.

Section 9. The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be an officer,
employee or person serving at the request of the corporation as a director or
officer of another corporation and shall inure to the benefit of the heirs,
executors and administrators of such a person.

Section 10. This Article VI may be amended or repealed only by the
affirmative vote of the holders of a majority of the Voting Stock; provided that
no such amendment or repeal shall adversely affect any right to indemnification
for any act or omission of any person referred to in Section 1 and 2 of this
Article VI which occurred or allegedly occurred prior to the effective date of
such amendment or repeal.

Section 11. If in any action, suit or other proceeding or
investigation, a Director of the corporation is held not liable for monetary
damages because that Director is relieved of personal liability under Article
NINTH of the Certificate of Incorporation or otherwise, the Director shall be
deemed to have met the standards of conduct set forth above and to be entitled
to indemnification as provided above.

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ARTICLE VII

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, (1) the President or a Vice-President and (2) the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him or her in the
corporation. Where a certificate is signed (1) by a transfer agent or an
assistant transfer agent other than the corporation or its employee or (2) by a
registrar, other than the corporation or its employee, the signature of any such
President, Vice-President, Treasurer, Assistant Treasurer, Secretary, or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
corporation whether because of death, resignation or otherwise before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation.

Section 2. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen, or destroyed
certificate or certificates, or his or her legal representative, to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.

Section 3. Fixing a Record Date. Except as otherwise provided
by law or the Certificate of Incorporation, the Board of Directors may fix in
advance a date, not more than sixty nor less than ten days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining any consent, as a record date for the determination of the
stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be notwithstanding any transfer
of any stock on the books of the corporation after any such record date fixed as
aforesaid. If no record date is fixed, the time for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is given, or
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held. The time for determining stockholders for any
other purpose shall be at the close of business on the date on which the Board
of Directors adopts the resolution relating thereto. A determination of
stockholders entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.

Section 4. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of the other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of the State of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think in the best interest of the corporation,
and the Directors may modify or abolish any such reserve in the manner in which
it was created.

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Section 2. Checks. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.

Section 3. Fiscal Year. The fiscal year of the corporation
shall be the period ending December 31 of each year or as otherwise fixed by
resolution of the Board of Directors.

Section 4. Seal. The seal of the corporation shall be in the
form of a circle and shall have inscribed thereon the name of the corporation,
the year of its organization and the words “Corporate Seal, Delaware.” The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

Section 5. Securities Owned By Corporation. Voting securities
in any other corporation held by the corporation shall be voted by the Chief
Executive Officer, or, if there is no Chief Executive Officer, the President, or
the Treasurer or any Vice President, unless the Board of Directors specifically
confers authority to vote with respect thereto, which may be general or confined
to specific instances, upon some other person or officer. Any person authorized
to vote securities shall have the power to appoint proxies, with general power
of substitution.

Section 6. Conflict of Interest. No contract or transaction
between the corporation and one or more of its Directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the Director or officer is present at or
participates in the meeting of the board of or committee thereof which
authorized the contract or transaction, or solely because the votes of the
Director or officer are counted for such purpose, provided that the material
facts as to the relationship or interest of the Director or officer and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the committee and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative vote of a majority of
the disinterested Directors, even though the disinterested Directors be less
than a quorum or provided that the contract or transaction is otherwise
authorized in accordance with the laws of Delaware. Common or interested
Directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transactions.

ARTICLE IX

AMENDMENTS

Subject to the provisions of the Certificate of Incorporation, these By-Laws
may be amended or repealed at any regular meeting of the stockholders or at any
special meeting thereof duly called for that purpose by a majority vote of the
shares represented and entitled to vote at such meeting provided that in the
notice of such special meeting notice of such purpose shall be given. Subject to
the laws of the State of Delaware, the Certificate of Incorporation and these
By-Laws, the Board of Directors may by majority vote of those present at any
meeting at which a quorum is present amend or repeal these By-Laws, or adopt
such other By-Laws as in their judgment may be advisable for the regulation of
the conduct of the affairs of the corporation.